IN THE HIGH COURT AT CALCUTTA

CIVIL APPELLATE JURISDICTION

Appellate Side

Present:

The Hon’ble Justice Shampa Sarkar

And

The Hon’ble Justice Ajay Kumar Gupta

MAT 474 of 2026

With

CAN 1 of 2026

Debanjan Hazra

Vs.

The Serious Fraud Investigation Office & Ors.

For the Appellant : Mr. Sabyasachi Chowdhury, Ld. Sr. Adv.

Mr. Rajarshi Datta, Adv.

Mr. Pranav Sharma, Adv.

Mr. Deepesh Sharma, Adv.

For the Union of India : Mr. Kumar Jyoti Tewari, Ld. Sr. Adv.

Mr. Arijit Majumdar, Adv.

Heard on : 01.04.2026

Judgment on : 30.04.2026

Judgment uploaded on : 30.04.2026

2

Ajay Kumar Gupta, J:

1. This intra-court appeal has been filed challenging the Judgment and

order dated 13.02.2026 passed by the Learned Single Judge in WPA

2772 of 2026.

2. The learned Single Judge, rejected the prayer for setting aside

and/or quashing the Look Out Circular (in short ‘LOC’) issued in

respect of the appellant, upon request by the Serious Fraud

Investigation Office (in short SFIO).

3. The case run by the appellant in the writ petition was that, he is a

citizen of India, but a non-resident and a chemist by profession. He

had been appointed as an Assistant Manager at Elder

Pharmaceuticals Limited (hereinafter referred to as ‘Elder’). He

continued in such post till 2009. Thereafter, he was employed with

Cell Life Therapeutics Pvt. Ltd., Cerberus Venture Pvt. Ltd., AR

Printing and Packaging Pvt. Ltd., AR Printpack Ltd. and Stone

Sapphire Pvt. Ltd. In the year 2013, he left India and moved to

China. He joined Shanghai Shitai Co. Ltd. He eventually joined AD

Global Limited in 2014 in Shanghai, and ever since then, he had

been employed with the said company. He married a Chinese

national and has two children. His elderly parents reside in Kolkata,

and he frequently visits them. On 15

th

December, 2025, he along

with his wife and children, came to Kolkata to meet his aged

parents. On 21

st

December, 2025, when he was proceeding to

3

Bangladesh to attend a conference from NSCB International Airport,

Kolkata, the immigration authorities cancelled his boarding pass

and ticket, and did not allow him to go to Bangladesh. He was asked

to meet the higher officials of the Bureau of Immigration at the

airport and upon meeting the officials, he came to know that a LOC

had been issued against him on 7

th

February, 2025, in connection

with the investigation into the affairs of Elder. The appellant was

allowed to leave the Airport only after signing an “undertaking” and

a “request for appearance” at the office of the respondent no. 1. The

appellant appeared in the office of the respondent No. 1 on 22

nd

December, 2025. He was informed that summons had been issued

on January 14, 2025 in exercise of power under the Companies Act,

2013. His statement was recorded in the presence of the

investigation officer. The entire exercise of recording the statement

commenced at 10:03 am and continued till 10:30 pm. He produced

some documents as asked, but those were not retained by the

authorities. He was made to sign, execute and submit three

documents. He answered all the questions and undertook to submit

necessary documents, if called for. He made a representation for

withdrawal of the circular, but the same went unheeded. Being an

expert in the field of Research and Development in oncology, he got

a better opportunity in China and had been working in China since

2013. He was merely an employee of Elder and had left such

4

employment in 2009. The involvement of Elder in the alleged

fraudulent business and mismanagement, was at a later date when

the appellant was no longer with Elder. He did not hold any key

managerial position at Elder. He had been unnecessarily detained in

India despite his innocence and separated from his family. His life

and livelihood were jeopardized and his liberty was wrongly

curtailed. Thus, the writ petition was filed with the following

prayers:-

“a) A writ of or in the nature of Mandamus do issue

commanding the respondents, and particularly the respondent

no.1, its men, agents or servants to recall, rescind and cancel

the Look Out Circulars issued by the respondent no. 1 and the

request made in that regard by the respondent no. 1 against

the petitioner.

(b) A writ of or in the nature of Mandamus do issue

commanding the respondents and particularly the respondent

no.1, its men, agents or servants to provide and/or furnish the

petitioner with a copy of the request of the respondent no.1

based on which the Look Out Circular has been issued against

the petitioner.

(c) A writ of or in the nature of Certiorari do issue commanding

the respondent authorities to produce the request for

productions of the lookout circular issued by the respondent

no. 1 against the petitioner before this Hon'ble Court so that

conscionable justice may be done by quashing and/or setting

aside the same,

(d) Rule NISI in terms of the prayers. above;

(e) An order of injunction be passed restraining the respondent

authorities, their men, agents or servants from giving effect or

further effect to the respondent no. 1's request for issuing

Look Out Circulars issued against the petitioner;

(f) An order be passed directing respondents to permit

international travel for the petitioner from India to the Peoples

5

Republic of China on such terms as this Hon'ble Court may

deem fit and proper.

(g) Ad-interim orders in terms of prayers above;

(h) Costs;

(i) Such further or other orders or orders be passed and/or

direction or directions be given as Your Lordship may deem fit

and proper.”

4. Before the Single Bench, the Serious Fraud Investigation Office,

being the respondent No. 1, filed a report in the form of an affidavit

disclosing that the appellant did not co-operate with the

investigation although there were materials to substantiate the

connection between the appellant and the fraudulent activity of

Elder. Facts leading to justifying the origination of the LoC were

narrated in the report.

5. It was the contention of the appellant that the findings of the

learned Single Bench were based on surmise and conjecture and the

contents of the report were blindly followed, without any application

of mind. The learned Judge did not consider that the investigation of

the SFIO was over and the report had been sent to the Central

Government way back on 6th May, 2025. No proceeding was

instituted against the appellant. The Central Government had not

decided to initiate prosecution against the appellant. The writ

petition was dismissed on speculation that, as appellant had

6

married a Chinese national, his return to India could not be

guaranteed.

SUBMISSION ON THE BEHALF OF APPELLANT:

6. Mr. Chowdhury, learned senior counsel submitted as under:

i) The parameters necessary for generation of an LOC were not

fulfilled. No reasons as to why the departure of the appellant from

India would be detrimental to the either the sovereignty or

security or integrity of India or to the economic interests of India,

had been assigned. There were no allegations against the

appellant apart from being an ex-employee of Elder and a close

associate of the promoter. Such allegations were incorrect, vague

and fanciful. The role played by the appellant in the alleged

fraudulent business of Elder had not been specified in the report

submitted before the Single Judge. The relationship of the

appellant with the subsidiaries of Elder could not be

substantiated with facts and figures. Unless a criminal proceeding

was pending and the appellant disregarded the summons of the

Special court upon prosecution being instituted, the question of

issuing the LOC did not arise. The LOC was contrary to the

relevant guidelines.

ii) Even after having left India for China to pursue better career

prospects in the year 2013, the appellant visited India frequently.

Therefore, the apprehension that the appellant would not be

7

available or would not appear before the Special Court and/or

would avoid future criminal proceedings, were baseless and

unsustainable in law.

iii) Elder had gone into liquidation and the Bombay High Court

had detected fraudulent activities of Elder sometime in 2014. The

appellant was merely an employee of Elder and left the company

in 2009.

iv) Although, an investigation into the affairs of Elder was

initiated under Section 212 of the Companies Act, 2013, no

specific role has been attributed to the appellant. The appellant

had co-operated with the investigation. Therefore, the allegation of

non-co-operation was misconceived. The investigation had already

been completed and report was submitted to the Central

Government.

v) No direction for prosecution had been issued against the

appellant under Section 212(14) of the Companies Act. In the

absence of any pending proceedings, the apprehension of evasion

of trial was speculative and perverse. The further ground that

“economic interest of India” was affected by the acts and deeds of

the appellant, lacked fundamental basis. The indefinite

continuation of the LOC violated the appellant’s fundamental

right guaranteed under Article 21 of the Constitution of India.

8

vi) Not a single criterion laid down in the Office Memorandum

dated 22nd February, 2021, had been satisfied. Stray allegations

of fraud and commission of economic offence detrimental which

was to public interest, without attributing any specific role to the

appellant, could not be the basis for taking such an extreme

measure of restricting the personal liberty of the appellant and

preventing his return to China. In the absence of any valid or

legally justifiable grounds, the LOC could not continue.

vii) “Economic interest of India” was explained by the Calcutta

High Court in Vishambhar Saran v. Bureau of Immigration

decided in WPA 6670 of 2022 . Such ground could not be

pressed into service when there was no clear and direct nexus

between the actions of appellant vis-à-vis Elder. There was no real

threat to the country’s economic interest. No materials had been

put forward which demonstrated the appellant’s role in the alleged

financial irregularities of Elder. Mere reference to “economic

interest of India” was insufficient to justify the issuance of the

LOC. Restriction on the appellant’s right to travel did not satisfy

the test of reasonableness and proportionality.

viii) The decisions in the case of Vishambhar Saran v. Bureau

of Immigration in WPA 6670 of 2022, as well as Usha Sindhu

Vs. Union of India & Ors.

1

had clarified the position with regard

1

2024 SCC OnLine Del 4799

9

to issuance of LOC. The learned judges in both cases had held

that LOC could not be issued casually.

ix) The only ground repeatedly urged by the respondents was

that, the appellant did not respond to the summons of the SFIO,

which was sent to his last known address and also via email.

Although the respondents submitted that the appellant did not

supply the documents which he undertook to provide to the SFIO,

till date there was not a single demand for any specific document.

The investigation was over, but under specious pleas, the

appellant was being detained in India.

x) The appellant was willing to give an undertaking that he would

appear before the jurisdictional court, as and when called for.

Moreover, other legal measures such as impounding the passport

or imposing conditions on travel, could be employed to ensure the

appellant’s presence. The decision of the Madras High Court in

Arockia Jeyabalan v. The Regional Passport Officer and

Others

2

was relied upon. Further reliance was placed on the

decision of the Single bench in the case of Anant Raj Kanoria

Vs. Union of India & Ors. decided in W.P.(C) 3313/2023. Thus,

the LOC deserved to be quashed.

xi) The LOC should be quashed.

2

2014 SCC OnLine Mad 7733

10

SUBMISSIONS ON BEHALF OF THE RESPONDENTS:

7. Per contra, Mr. Tewari, learned senior counsel appearing on behalf

of the Respondents submitted as hereunder: -

i) In exercise of powers under Section 212(1)(a) read with

Section 212(1)(c) of the Companies Act, the Ministry of Corporate

Affairs by an order dated 12th December, 2019, directed

investigation into the affairs of Elder, a public listed company

which, despite its status, was closely controlled by its promoters

and had indulged in serious financial irregularities.

ii) Winding up proceedings had been instituted before the Bombay

High Court on account of non-payment of public deposits and

mounting debts, culminating in the appointment of a Court

Commissioner, i.e., M/s. T.R. Chadha & Co., to scrutinise the

accounts of the company. The report so submitted, revealed large-

scale siphoning off of funds, approximating to Rs. 1300 crores.

The company was directed to be wound up, and an Official

Liquidator was appointed. The Registrar of Companies, Mumbai,

upon inspection under Section 206(5), of the Companies Act,

2013 detected grave violations of statutory provisions.

iii) The Registrar of Companies, Mumbai, submitted its report,

highlighting various violations and non-compliances of the

provisions of the Companies Act, 1956 and 2013. It was also

found that Elder failed to pay about 23,946 public deposit holders

11

and came to the conclusion that the Company had diverted its

funds to its subsidiaries and group companies. Accordingly, it was

recommended that an investigation be conducted by the SFIO.

iv) The appellant was not a stranger to such transactions of Elder.

Rather, he had been closely associated with the promoter group

since 2006–2007 and functioned as an employee in one of the

group companies, namely Elder Health Care Limited.

v) The appellant was the sole shareholder of an overseas

company, namely, AD Global, to which Elder sold its two overseas

step-down subsidiaries through a fraudulent scheme at grossly

undervalued consideration. Those transactions formed part of a

larger design to siphon off funds to the tune of approximately

₹215 crores, which had originally been advanced by Elder to its

foreign subsidiary viz, Elder International FZCO, Dubai, without

any terms or conditions and with no intention of recovery. The

said subsidiary, which was under the complete control of the

promoters, further routed funds to its UK and Bulgaria-based

subsidiaries, and they subsequently wrote back the loans on the

premise that those were not to be recovered. These downstream

entities also wrote off or impaired their investments, and the

investigation indicated that such subsidiaries were ultimately sold

to the appellant, a close associate of the promoters, at a negligible

value.

12

vi) The appellant played a key role in the sale of Brunel

Healthcare and Biocare Limited under the directions of Anuj

Saxena, and continued to advise and communicate with the

promoters of Elder until 2016, even though he claimed to have left

the employment with the company after 2009.

vii) Considering the materials available on record, the non-

cooperation of the appellant and keeping in view the ‘economic

interest of India’, the LOC was opened against the appellant in the

month of February, 2025, in terms of the Office Memorandum

dated 22

nd

February, 2021. The investigation into the affairs of the

Elder was completed, and an investigation report dated 6th May,

2025, had already been submitted to the Ministry of Corporate

Affairs in terms of Section 212(12) of the Companies Act, 2013

and only directions from the Ministry in terms of Section 212(14)

were awaited.

viii) The appellant had persistently evaded the investigative

process. Summons issued to his last known address remained

unserved, and despite receipt of the summons via email, the

apellant failed to either respond to or appear before the

authorities. Even when the appellant admittedly accessed his

email while in Bangkok, he did not take any steps to contact the

SFIO. Further, during his visit to India in December 2025, he

failed to appear before the investigating agency and was stopped

13

only when he was attempting to leave the country to Bangladesh

by road.

ix) Although the appellant undertook to furnish crucial

documents, he failed to honour his commitment, despite repeated

communications. Such conduct, clearly established deliberate

non-cooperation and justified the apprehension that the petitioner

would evade the process of law if permitted to leave India.

8. In the case of Ghanshyam Pandey v. Union of India

3

the request

to quash LOC was rejected by the Court on the basis that, even if no

FIR was registered LOC could be continued.

DISCUSSION AND FINDINGS : -

9. Having heard the submissions of the rival parties and upon perusal

of the records, the following issues emerge before this court: -

a. Whether the conditions necessary for issuance of the LOC dated

7

th

February 2025, existed in case of the appellant?

b. Whether the subsistence of the said LOC is legally sustainable, in

the facts and circumstances of the present case, thereby,

justifying infringement of the appellant’s right under Article 21 of

the Constitution of India?

10. The memorandum dated February 22, 2021 issued by the Ministry

of Home Affairs, Foreigners Division (Immigration Section),

Government of India, lays down the guidelines to be followed while

3

2023 SCC OnLine Del 936

14

making a request for issuance of an LOC. Unless those parameters

are satisfied, LOC cannot be issued and is liable to be struck down

on the ground of arbitrariness and disproportionality. Paragraph 6

and especially sub-paragraphs H to L provide the general

circumstances under which opening of LOC can be requested by the

originating agency. For convenience some of the paragraphs are

quoted below: -

“6. The existing guidelines with regard to issuance of Look Out

Circulars (LOC) in respect of Indian citizens and foreigners have

been reviewed by this Ministry. After due deliberations in

consultation with various stakeholders and in supersession of all

the existing guidelines issued vide this Ministry's letters/ O.M.

referred to in para 1 above, it has been decided with the approval

of the competent authority that the following consolidated

guidelines shall be followed henceforth by all concerned for the

purpose of issuance of Look Out Circulars (LOC) in respect of

Indian citizens and foreigners: -

(A) The request for opening an LOC would be made by the

Originating Agency (OA) to the Deputy Director, Bureau of

Immigration (Bol), East Block- VIII, R.K. Puram. New Delhi -

110066 (Telefax: 011-26192883, email: boihq@nic.in) in the

enclosed Proforma.

(B) The request for opening of LOC must invariably be issued

with the approval of an Originating Agency that shall be an

officer not below the rank of-

(i) Deputy Secretary to the Government of India; or

(ii) Joint Secretary in the State Government; or

(iii) District Magistrate of the District concerned; or

(iv) Superintendent of Police (SP) of the District concerned;

or

(v) SP in CBI or an officer of equivalent level working in

CBI; or

(vi) Zonal Director in Narcotics Control Bureau (NCB) or an

officer of equivalent level [including Assistant Director

(Ops.) in Headquarters of NCB); or

(vii) Deputy Commissioner or an officer of equivalent level

in the Directorate of Revenue Intelligence or Central Board

of Direct Taxes or Central Board of Indirect Taxes and

Customs: or

(viii) Assistant Director of Intelligence Bureau/ Bureau of

Immigration (Bol); or

15

(ix) Deputy Secretary of Research and Analysis Wing

(R&AW); or

(x) An officer not below the level of Superintendent of

Police in National Investigation Agency; or

(xi) Assistant Director of Enforcement Directorate; of

(xii) Protector of Emigrants in the office of the Protectorate

of Emigrants or ån officer not below the rank of Deputy

Secretary to the Government of India; or

(xiii) Designated officer of Interpol; or

(xiv) An officer of Serious Fraud Investigation Office (SFIO),

Ministry of Corporate Affairs not below the rank of

Additional Director (in the rank of Director in the

Government of India); or

(xv) Chairman/ Managing Directors/ Chief Executive of all

Public Sector Banks.

* * *

* * *

(G) The legal liability of the action taken by the immigration

authorities in pursuance of the LOC rests with the originating

agency.

(H). Recourse to LOC is to be taken in cognizable offences under

IPC or other penal laws. The details in column IV in the enclosed

Proforma regarding ‘reason for opening LOC’ must invariably be

provided without which the subject of an LOC will not be

arrested/detained.

(I). In cases where there is no cognizable offence under IPC and

other penal laws, the LOC subject cannot be detained/arrested or

prevented from leaving the country. The originating agency can

only request that they be informed about the arrival/departure of

the subject in such cases.

(J) The LOC opened shall remain in force until and unless a

deletion request is received by BoI from the Originator itself. No

LOC shall be deleted automatically. Originating Agency must

keep reviewing the LOCs opened at its behest on quarterly and

annual basis and submit the proposals to delete the LOC, if any,

immediately after such a review. The BOI should contact the LOC

Originators through normal channels as well as through the

online portal. In all cases where the person against whom LOC

has been opened is no longer wanted by the Originating Agency

or by Competent Court, the LOC deletion request must be

conveyed to BoI immediately so that liberty of the individual is

not jeopardized.

(K) On many occasions, persons against whom LOCs are issued,

obtain Orders regarding LOC deletion/suspension from Courts

and approach ICPs for LOC deletion and seek their departure.

Since ICPs have no means of verifying genuineness of the Court

Order. In all such cases, orders for

deletion/quashing/suspension etc. of LOC must be

communicated to the BoI Through the same originator who

requested for opening of LOC. Hon’ble Courts may be requested

16

by the Law Enforcement Agency concerned to endorse/convey

orders regarding LOC suspension /deletion/quashing etc. to the

same law enforcement agency through which LOC was opened.”

11. Thus, analysing the policy which existed from 2010 and which were

amended from time to time and ultimately found its expression in

the memorandum dated February 22, 2021, this court is of the view

that only in exceptional cases LOCs can be issued even if the

parameters quoted hereinabove were not covered.

12. Sub-paragraph (L) of the 2021 policy lays down the exceptions. The

same is quoted below: -

“(L) In exceptional cases, LOCs can be issued even in such cases,

as may not be covered by the guidelines above, whereby

departure of a person from India may be declined at the request

of any of the authorities mentioned in clause (B) above, if it

appears to such authority based on inputs received that the

departure of such person is detrimental to the sovereignty or

security or integrity of India or that the same is detrimental to

the bilateral relations with any country or to the strategic and/or

economic interests of India or if such person is allowed to leave,

he may potentially indulge in an act of terrorism or offences

against the State and/or that such departure ought not be

permitted in the larger public interest at any given point of time.”

13. In this case there was no input that the departure of the appellant

would be detrimental to the sovereignty, security and integrity of

India, or detrimental to the bilateral relationship of India. A general

allegation that the appellant was close to the provisions of Elder,

who had siphoned off funds of the depositors was made. The fact

that the appellant was the sole shareholder of an overseas Company,

to which Elder had sold its two overseas step-down companies at a

grossly undervalued consideration could not be a parameter for

17

issuance of LOC under the guidelines. According to the respondents,

the above actions of the promoters of Elder and the relationship

between the appellant and his ex-employer necessitated an

exceptional measure under clause L above.

14. LOC may be issued in cases involving cognizable offences under the

IPC or other penal laws, where the accused is deliberately evading

arrest or failing to appear before the trial court despite the issuance

of Non-Bailable Warrants (NBWs) and other coercive measures. LOC

may be issued if there is a likelihood that the accused may leave the

country in order to evade arrest or trial. It was further clarified that

an LOC was essentially a coercive measure, intended to secure the

presence of a person before the investigating agency or the court of

law.

15. In the present case, the main allegation against the appellant is that

he did not cooperate with the investigation and was involved in the

alleged offence of fraud under Section 447 of the Companies Act,

2013. Pursuant thereto, an LOC was issued against the appellant at

the request of the SFIO through the Bureau of Immigration with

effect from February, 2025, which continues to remain operative

even today.

16. It would be appropriate and convenient to refer to the relevant

sections/provisions of law governing investigation by the SFIO, into

18

the affairs of a company as Mr. Tiwari has placed heavy reliance on

the same.

212. Investigation into affairs of Company by Serious Fraud

Investigation Office. —

(1) Without prejudice to the provisions of section 210, where the Central

Government is of the opinion, that it is necessary to investigate into the

affairs of a company by the Serious Fraud Investigation Office—

(a) on receipt of a report of the Registrar or inspector under section 208;

(b) on intimation of a special resolution passed by a company that its

affairs are required to be investigated;

(c) in the public interest; or

(d) on request from any Department of the Central Government or a

State Government, the Central Government may, by order, assign the

investigation into the affairs of the said company to the Serious Fraud

Investigation Office and its Director, may designate such number of

inspectors, as he may consider necessary for the purpose of such

investigation.

(2) Where any case has been assigned by the Central Government to

the Serious Fraud Investigation Office for investigation under this Act,

no other investigating agency of Central Government or any State

Government shall proceed with investigation in such case in respect of

any offence under this Act and in case any such investigation has

already been initiated, it shall not be proceeded further with and the

concerned agency shall transfer the relevant documents and records in

respect of such offences under this Act to Serious Fraud Investigation

Office.

(3) Where the investigation into the affairs of a company has been

assigned by the Central Government to Serious Fraud Investigation

Office, it shall conduct the investigation in the manner and 131 follow

the procedure provided in this Chapter; and submit its report to the

Central Government within such period as may be specified in the

order.

(4) The Director, Serious Fraud Investigation Office shall cause the

affairs of the company to be investigated by an Investigating Officer

who shall have the power of the inspector under section 217.

19

(5) The company and its officers and employees, who are or have been

in employment of the company shall be responsible to provide all

information, explanation, documents and assistance to the

Investigating Officer as he may require for conduct of the investigation.

(6) Notwithstanding anything contained in the Code of Criminal

Procedure, 1973 (2 of 1974), 1 [offence covered under section

447] of this Act shall be cognizable and no person accused of

any offence under those sections shall be released on bail or on

his own bond unless—

(i) the Public Prosecutor has been given an opportunity to oppose the

application for such release; and

(ii) where the Public Prosecutor opposes the application, the court is

satisfied that there are reasonable grounds for believing that he is not

guilty of such offence and that he is not likely to commit any offence

while on bail:

Provided that a person, who, is under the age of sixteen years or is a

woman or is sick or infirm, may be released on bail, if the Special Court

so directs:

Provided further that the Special Court shall not take

cognizance of any offence referred to this sub section except

upon a complaint in writing made by—

(i) the Director, Serious Fraud Investigation Office; or

(ii) any officer of the Central Government authorised, by a

general or special order in writing in this behalf by that

Government.

(7) The limitation on granting of bail specified in sub-section (6) is in

addition to the limitations under the Code of Criminal Procedure, 1973

(2 of 1974) or any other law for the time being in force on granting of

bail.

(8) If the Director, Additional Director or Assistant Director of

Serious Fraud Investigation Office authorised in this behalf by

the Central Government by general or special order, has on the

basis of material in his possession reason to believe (the reason

for such belief to be recorded in writing) that any person has

been guilty of any offence punishable under sections referred to

in sub-section (6), he may arrest such person and shall, as soon

as may be, inform him of the grounds for such arrest.

20

(9) The Director, Additional Director or Assistant Director of Serious

Fraud Investigation Office shall, immediately after arrest of such

person under sub-section (8), forward a copy of the order, along with

the material in his possession, referred to in that sub-section, to the

Serious Fraud Investigation Office in a sealed envelope, in such

manner as may be prescribed and the Serious Fraud Investigation

Office shall keep such order and material for such period as may be

prescribed.

(10) Every person arrested under sub-section (8) shall within twenty-

four hours, be taken to a Judical Magistrate or a Metropolitan

Magistrate, as the case may be, having jurisdiction: Provided that the

period of twenty-four hours shall exclude the time necessary for the

journey from the place of arrest to the Magistrate's court.

(11) The Central Government if so directs, the Serious Fraud

Investigation Office shall submit an interim report to the Central

Government.

(12) On completion of the investigation, the Serious Fraud

Investigation Office shall submit the investigation report to the

Central Government. 1. Subs. by Act 21 of 2015, s. 17, for

certain words, brackets and figures (w.e.f. 29-5-2015). 132

(13) Notwithstanding anything contained in this Act or in any other law

for the time being in force, a copy of the investigation report may be

obtained by any person concerned by making an application in this

regard to the court.

(14) On receipt of the investigation report, the Central

Government may, after examination of the report (and after

taking such legal advice, as it may think fit), direct the Serious

Fraud Investigation Office to initiate prosecution against the

company and its officers or employees, who are or have been in

employment of the company or any other person directly or

indirectly connected with the affairs of the company.

(15) Notwithstanding anything contained in this Act or in any

other law for the time being in force, the investigation report

filed with the Special Court for framing of charges shall be

deemed to be a report filed by a police officer under section 173

of the Code of Criminal Procedure, 1973 (2 of 1974).

(16) Notwithstanding anything contained in this Act, any investigation

or other action taken or initiated by Serious Fraud Investigation Office

under the provisions of the Companies Act, 1956 (1 of 1956) shall

21

continue to be proceeded with under that Act as if this Act had not

been passed.

(17) (a) In case Serious Fraud Investigation Office has been investigating

any offence under this Act, any other investigating agency, State

Government, police authority, income-tax authorities having any

information or documents in respect of such offence shall provide all

such information or documents available with it to the Serious Fraud

Investigation Office;

(b) The Serious Fraud Investigation Office shall share any information

or documents available with it, with any investigating agency, State

Government, police authority or income-tax authorities, which may be

relevant or useful for such investigating agency, State Government,

police authority or income-tax authorities in respect of any offence or

matter being investigated or examined by it under any other law.

17. The learned Judge came to the following conclusions, which are

quoted below: -

“18. As per report submitted by M/s. T.R. Chaddha and

Company in terms of the order passed by the Bombay High

Court it reveals that Rs. 1300 crores have been siphoned out of

the Company/ Elder Pharmaceuticals Ltd. The inspection

conducted by the Registrar of Companies, Mumbai it was also

found that EPL failed to pay about 23,946 public deposit

holders and diverted the funds illegally. As per investigation, it

reveals that EPL fraudulently siphoned off the funds resulting

in no repayment of deposits collected from the Public to the

tune of Rs. 176.59 crores pertaining to 23,946 holders.

* * *

* * *

22. At the time of investigation, summons was sent to the

petitioner as per last known address but the same was returned

“unserved”. An e-mail was also sent to the petitioner but the

petitioner has taken the plea that in China there is restriction

on Yahoo’s servers but has admitted that he came to know

about the email when he accessed his Yahoo email when he

was in Bangkok in February, 2025 but inspite of the same, the

petitioner failed to contact with the Investigating Agency or sent

any reply to the said email. As per the case of the petitioner, the

petitioner came to Kolkata on 15th December, 2025 but failed

to meet the Investigating Agency. The authorities have

apprehended the petitioner when the petitioner was intending

to proceed to Bangladesh on 21st December, 2025.

22

23. When the petitioner was apprehended at the airport as per

the LOC issued against the petitioner, the petitioner has

assured the authorities that the petitioner will submit

documents but the petitioner has not submitted the same. The

authorities have also sent an email to the petitioner for

submission of documents but inspite of receipt of email, the

petitioner has not submitted documents to the authorities.

24. It is the admitted case of the petitioner that the petitioner

has left India and settled in China and also married to the

Chinese National and out of the said wedlock, two children

were born. It is also the admitted case of the petitioner that the

petitioner had to go to Bangladesh and from Bangladesh, the

petitioner will go to China.

* * *

* * *

29. If the Central Government directs the SFIO to initiate

prosecution on the basis of the investigation report, and if the

report is filed before the Special Court, the Special Court will

take cognizance of the case and will issue summons upon the

petitioner for appearance before the Learned Special Court,

there is every chance that the petitioner will not appear before

the Special Court and will avoid the proceeding. It will be

difficult for the Indian Government to bring the petitioner back

to India to face trial before the Special Court.”

18. At the outset, it is evident that the learned Single Judge refused to

quash the LOC primarily on the apprehension that, in the event

prosecution is initiated in future under Section 212(14) of the

Companies Act, the appellant, being an Indian citizen residing ate

China and having been favoured with a resident permit and work

visa and being married to a chinese may not return to face trial. This

reasoning, however, is founded on a contingent and speculative

premise, when admittedly no proceeding has been initiated before

the special court.

19. This alone cannot be held to be a ground to issue LOC to protect the

economic interest of the country. Again, the appellant being

23

responsible for setting up a company in Bulgaria as a single

shareholder, cannot be a reasonable ground to hold that the

activities of the appellant was detrimental to the economic interest of

India.

20. In Vishambhar Saran (supra) the issue of economic interest has

been discussed as follows: -

“50. BOB requested the Bureau of Immigration to issue

LOC. It is not on record whether such LOC has been issued

or not. The Bureau of Immigration, Ministry of Home Affairs

(Foreigners Division) and all the other members of the

consortium of banks, apart from PNB were impleaded as

respondents in this proceeding. None of these respondents

have come up before the Court in support of the request of

BOB. They have not contested the proceedings. Clause 3.1

of the SOP (Annexure P2, Page no. 26 of Writ petition)

states that the responsibility for requesting issuance of LOC

in respect of a defaulter would be on the leader of the

consortium of banks or on the holder of the biggest share or

exposure amongst them. In this case, the LOC originated by

the lead bank, having the highest exposure has been

quashed by a Co-ordinate Bench for the reasons which

have already been quoted hereinabove. Default of the

borrower cannot be read into the expression “detrimental to

the economic interest of the country”. In order to cause

injury to the economic interest of the democracy of India,

the commission of alleged offence of default must be of high

degree so as to shake the growth, financial stability,

business transactions, bilateral trade relations,

investments, stock markets etc. There is no evidence that

on account of the default committed by the Visa Power

Limited, the economy of India had been shaken. The bank

has not provided any contemporaneous material against the

petitioner which would satisfy the exceptions clause. The

bank is also silent as to whether any input had been

received from any agency that the petitioner was likely to

flee the country and his departure would disrupt the

economy.

51. Admittedly, in the facts of this case, no investigation is

pending before any authority. It is also not a case where the

bank had come to a conclusion on the basis of inputs

24

received from an intelligence agency or any other agency

that the petitioner was trying to leave India in order to

evade the consequences of the legal actions that may be

taken against him, both under the civil and the criminal

laws.”

21. The legal position governing LOCs is no longer res integra. In Sumer

Singh Salkan (Supra), it has been held that recourse to an LOC is

permissible only where the person is deliberately evading arrest, or

he is not appearing before the authorities despite coercive processes,

or he is likely to leave the country to evade trial. The issuance of an

LOC must therefore be predicated upon cogent and tangible

material, and not on mere conjecture.

22. It is an undisputed fact that the investigating agency has recorded

the appellants’ statements on 22nd December, 2025. The

investigation of the matter was concluded by SFIO, and the same

was communicated to the Central Government long back. The final

opinion as to whether a proceeding against the appellant would be

initiated or not has not yet been taken despite lapse of almost a

year. No such proceeding or case is pending against the petitioner in

any court of law.

23. Tested on the aforesaid parameters and facts in hand, the

continuation of the LOC in the present case is unsustainable.

Admittedly, the investigation has already culminated into a report,

which has been submitted under Section 212(12) of the Companies

Act. No prosecution has yet been launched, nor is there any

proceeding presently pending before a competent court. In such

25

circumstances, the apprehension of non-appearance of the appellant

in any proceeding before a court of law remains premature and

hypothetical, lacking the immediacy required to justify curtailing an

individual’s personal liberty. Thus, the very foundation of the

decision of the learned Single Judge is erroneous speculative and

misplaced.

24. The constitutional dimension of the issue further fortifies the

appellant’s case. In Maneka Gandhi v. Union of India

4

, the

Hon’ble Supreme Court unequivocally held that the right to travel

abroad is an integral facet of personal liberty under Article 21, and

any restriction thereon must satisfy the test of being just, fair and

reasonable. The impugned LOC, which effectively prevents the

appellant from resuming his professional commitments abroad, and

separation from his family, constitutes a serious invasion of his

right.

25. It is equally well-settled that such restrictions must meet the test of

proportionality, namely, that the measure must have a legitimate

aim, be rationally connected to that aim, be necessary in the sense

that no lesser restrictive alternative is available. The measure must

strike a proper balance between competing interests. In the present

case, while the objective of securing investigation into alleged

economic offences may be legitimate, the continuation of the LOC,

4

(1978) 1 SCC 248

26

after completion of the investigation and without any prosecution

being initiated, fails the tests of necessity and balance.

26. The decision in Ghanshyam Pandey (Supra), relied upon by the

respondents, doctrinally supports the present appellant’s case, as it

highlights the requirement of a live proceeding and non-speculative

justification. In the said case, the LOC was sustained because it was

anchored to an ongoing investigative or legal process, together with

conduct suggesting non-cooperation. However, in the present case,

the LOC has been continued even after the completion of the

investigation, and without any pending proceeding. It is solely based

on a speculative apprehension that the appellant may try to evade

appearance before the special court in the event the Central

Government decides to institute a proceeding before the competent

court.

27. The contention of the respondents that the LOC is justified keeping

in view the “economic interest of India” also does not withstand

judicial scrutiny. While economic offences are undoubtedly grave,

the mere reference to such interest, cannot be a substitute for

specific and individual satisfaction regarding the necessity of

restraining a particular individual from travelling abroad. The

materials on record do not disclose any clear or direct role

attributable to the appellant that would warrant such a drastic

restriction, particularly when the LOC against the promoter of Elder

27

as we have been informed by Mr. Tiwari, in the course of this

proceeding does not continue.

28. The foundation of the arguments of the respondents that stringent

measures should be adopted as the appellant resides in China and

in the absence of an extradition treaty, it would be impossible to

ensure the appearance of the appellant to face trial, is unacceptable

and not supported by the guidelines. Merely because he resides in

China on a work visa and has married a Chinese National, there

cannot be a presumption of either a flight risk or evasion of court

proceedings. What is required is demonstrable conduct indicating

evasion. On the contrary, the records reveal that the appellant has

periodically visited India and, appeared before the authority to give

his statements. The investigation by the SFIO was closed in May

2025.

29. In Arockia Jeyabalan (Supra), the Madras High Court recognised

that mechanisms such as impounding of passport, imposition of

travel conditions, or securing undertakings may adequately

safeguard the interests of the authorities without resorting to an

absolute restraint on travel.

30. We find the decision in Dr. Prannoy Roy v. Union of India in

W.P.(C) 5316/2021 to be relevant. The Delhi High Court emphasised

that mere existence of allegations or pendency of investigation does

not, by itself, justify the issuance or continuation of an LOC. The

28

decision further underlines the requirement to adopt the least

restrictive measure to make sure that an individual does not evade

appearance in court. The Court recognised that conditions such as

undertakings, intimation of travel, or other safeguards are sufficient

to protect the interests of the investigation, while also protecting the

rights of the individual which have been guaranteed under Article 21

of the Constitution.

31. In view of the above, the impugned action suffers from the vice of

arbitrariness and disproportionality and is inconsistent with the

settled legal principles governing origination of LOCs. The

continuation of the LOC, in the absence of any pending proceeding

and based on speculative apprehension, results in an unwarranted

infringement of the appellant’s fundamental right under Article 21.

32. Thus, the impugned LOC against the appellant is hereby quashed,

subject to the appellant furnishing a notarized affidavit before the

Respondent No.1 and 3, inter alia undertaking to make himself

available before the jurisdictional court as and when required in the

event any prosecution is instituted, and to render full co-operation.

The affidavit shall be filed within a week from date. The affidavit will

disclose his local Indian address, residential address in China,

phone numbers, work place addresses, the email id which is

operational in China and at all times. He will undertake not to

29

surrender his Indian Passport for a period of two years or until

further orders of any competent court of law, whichever is earlier.

33. If such affidavit is not filed within the time stipulated, the LOC will

continue.

34. Accordingly, MAT 474 of 2026 is allowed. CAN 1 of 2026 is also,

thus, disposed of. The LOC is quashed.

35. Consequently, the Judgment and order dated 13.02.2026 passed by

the Learned Single Judge in WPA 2772 of 2026 is hereby set aside.

36. Urgent photostat certified copy of this Judgment, if applied for, is to

be given to the parties on priority basis on compliance of all legal

formalities.

I Agree.

(Shampa Sarkar, J.) (Ajay Kumar Gupta, J.)

Later:

Learned counsel for the respondent prays for a stay.

Such prayer is considered and rejected.

(Shampa Sarkar, J.) (Ajay Kumar Gupta, J.)